UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

~~July~~August 1013, 2025

Date of report (date of earliest event reported)

Greenwave Technology Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41452

46-2612944

(State or other jurisdictions of

incorporation or organization)

(Commission
File Number)

(I.R.S. Employer

Identification No.)

4016 Raintree Road, Suite 300

Chesapeake, VA 23321

(Address of principal executive offices) (Zip Code)

(800) 490-5020

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		GWAV		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.0807 ~~Shareholder~~Submission ~~Director~~of ~~Nominations~~Matters to a Vote of Security Holders.

ToOn August 13, 2025, Greenwave Technology Solutions, Inc., a Delaware Corporation (the ~~extent~~“Company”), ~~applicable~~held its 2025 annual meeting of stockholders (the “Annual Meeting”), and a quorum for the ~~information~~transaction of business was present in ~~Item~~person 8or represented by proxy.01 As of ~~this~~July ~~Current~~17, ~~Report~~2025, the record date for the Annual Meeting, 61,169,509 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”) and 450,000 shares of Series A-1 Convertible Preferred Stock, par value $0.001 per share (the “Series A-1 Preferred Stock”) were issued and outstanding. Holders of Common Stock and Series A-1 Preferred Stock (on an ~~Form~~as 8converted to Common Stock basis) voted as a single class on each matter presented at the Annual Meeting. The holders of Common Stock and Series A-K1 isPreferred ~~incorporated~~Stock by(on ~~reference~~an ~~into~~as ~~this~~converted ~~Item~~to 5Common Stock basis) voted on the following proposals, which are described in more detail in our definitive proxy statement filed with the SEC on July 24, 2025.08 The voting results reported below are final.

~~Item~~Proposal ~~8.01 Other Events.~~1

~~On July 10, 2025 and~~The ~~July~~individuals ~~14,~~listed ~~2025,~~below ~~the~~were ~~board~~elected ofto ~~directors~~serve ~~(the “Board”) of Greenwave Technology Solutions, Inc. (the “Company”) established August 13, 2025~~ as ~~the~~our ~~date~~directors of the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”) and set July 17, 2025 as the record date for determining stockholders who are eligible to receive notice of and vote at the ~~2025~~ Annual Meeting. ~~The~~until ~~date of~~ the ~~2025~~next ~~Annual Meeting represents a change of more than 30 calendar days from the anniversary of the date deemed to be the date of the preceding year’s~~ annual meeting ~~pursuant to Rule 14a-4(c)~~ of the stockholders ~~Securities~~or ~~Exchange~~until ~~Act~~their ofsuccessors ~~1934,~~are asduly ~~amended~~elected ~~(the “Exchange Act”). The Company will publish additional details regarding the exact time, location~~ and ~~matters to be voted on at the 2025 Annual Meeting in the Company’s proxy statement for the 2025 Annual Meeting~~qualified.

In order for stockholder proposals to be presented at the 2025 Annual Meeting, including by means of inclusion of a stockholder proposal in the proxy materials under Rule 14a-8 of the Exchange Act, the Company must receive proper notice at the Company’s principal executive offices not later than the close of business on July 19, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials prior to the 2025 Annual Meeting. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting. The July 19, 2025 deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) of the Exchange Act. In addition, pursuant to the Company’s by-laws, for business to be properly brought before the 2025 Annual Meeting by a stockholder, the Company must receive proper notice at the Company’s principal executive offices not later than the close of business on July 24, 2025.

	For	Against	Abstained	Broker Non-Votes
Danny Meeks	34,977,605	-	5,731,276	0
Lisa Lucas-Burke	35,077,616	-	5,631,265	0
Cheryl Lanthorn	34,201,148	-	6,507,733	0

~~All~~Proposal proposals must be addressed to the Chief Executive Officer of the Company at “Greenwave Technology Solutions, Inc., 4016 Raintree Road, Suite 300, Chesapeake, Virginia 23321, Attention: Chief Executive Officer.”2

Proposal 2 was to ratify the appointment of RBSM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. This proposal was approved.

For		Against		Abstained		Broker Non-Votes
38,173,853		1,247,006		1,288,022		0

Proposal 3

Proposal 3 was to hold an advisory non-binding vote on executive compensation. This proposal was approved.

For		Against		Abstained		Broker Non-Votes
34,017,914		6,026,201		664,766		0

Proposal 4

Proposal 4 was to hold an advisory non-binding vote on the frequency for holding an advisory vote on executive compensation. The stockholders approved a three-year frequency for holding an advisory vote on executive compensation.

One Year		Two Years		Three Years		Abstain
3,990,259		368,921		32,902,077		3,447,622

In accordance with these results, and consistent with the Board of Director’s (the “Board”) recommendation, the Board determined that future non-binding advisory votes of stockholders to approve the compensation paid to the Company’s named executive officers will be submitted triennially to the Company’s stockholders until the next non-binding advisory stockholder vote on the frequency of stockholder votes on executive compensation, or until the Board otherwise determines a different frequency for such non-binding votes.

Proposal 5

Proposal 5 was to approve the issuance of up to an aggregate of 28,644,323 shares of our Common Stock issuable upon the exercise of warrants to purchase our Common Stock in accordance with Listing Rule 5635(d). This proposal was approved.

For		Against		Abstained		Broker Non-Votes
32,798,105		7,794,181		116,594		1

Proposal 6

Proposal 6 was to approve the issuance of up to 11,346,743 shares of Common Stock issuable upon exercise of certain existing warrants that were amended on January 10, 2025 to, among other things, increase the number of shares of Common Stock issuable upon exercise of such warrants, in accordance with Nasdaq Listing Rule 5635(d). This proposal was approved.

For		Against		Abstained		Broker Non-Votes
32,672,573		7,957,744		78,563		1

Proposal 7

Proposal 7 was to ratify the terms and approve the issuance of 450,000 shares of the Series A-1 Preferred Stock, pursuant to the Contract of Sale with the Sellers, in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer and Chairman of the Board, pursuant to which the Company agreed to purchase certain Premises (as defined in the Contract of Sale) held by the Sellers. This proposal was approved.

For		Against		Abstained		Broker Non-Votes
32,585,862		8,054,567		68,451		1

Proposal 8

Proposal 8 was to approve the grant of discretionary authority to our Board of Directors to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-2 up to 1-for-150. This proposal was approved.

For		Against		Abstained		Broker Non-Votes
32,700,294		6,959,290		49,296		1

Proposal 9

Proposal 9 was to approve the adjournment of the Annual Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes to approve the foregoing proposals. This proposal was approved.

For		Against		Abstained		Broker Non-Votes
33,895,703		6,186,593		626,584		1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREENWAVE TECHNOLOGY SOLUTIONS, INC.

By:	/s/ Danny Meeks
Name:	Danny Meeks
Title:	Chief Executive Officer

Date: ~~July~~August 14, 2025

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